Equity contribution procedures governing registration

    (Released January 14, 2009 the State administration for industry and commerce, the 39th since as of March 1, 2009) the first to standardize the registration of shareholders, in accordance with the law, governing the registration of Companies Ordinance the provisions of laws and regulations, these measures are formulated.

    Second investor with holdings in China's establishment of the limited liability company or Corporation (hereinafter referred to as equity) of equity investment, investment in the rest of the limited liability company or Corporation (hereinafter referred to as investment company) registration and management, application of this approach.

    Third equity ownership should be funded as well, power and integrity, are transferable.

    Funded equity shall not be used with the following situations:

    (A) equity registered capital not yet paid in full;

    (B) has been the establishment of pledge;

    (C) have been frozen in accordance with law;

    (Iv) equity articles of agreement may not be transferred;

    (E) the provisions of laws or administrative regulations or the State Council decided, equity transfer of ownership shall be submitted to the approval of the shareholders of the company without approval;

    (F) the laws, administrative regulations or the State Council decided that is not transferable to other situations.

    Fourth of all shareholder equity pricing, investment amounts and other non-monetary property pricing, investment amounts and no more than 70% of the registered capital of the investee company.

    Article fifth used as equity for funding shall be approved by an evaluation agency established by law.

    Sixth company was established, the investor's equity contribution, within one year from the date of the establishment of the company is investment, investors should be actually paid, should register with the paid-up capital of the company is investment.

    When the company increased its registered capital, investor equity contribution, should be invested in the company to apply changes to increase registered capital actually paid before registration.

    Article seventh limited liability company owned by investors to the actual capital contributions, stock company shall apply to the company registration authority for the holder of the share is changed to an investee company change of registration.

    Investors with holdings of Corporation shares actually subscribed and registered capital equity in a securities registration and clearing institutions shall be in accordance with the provisions of the securities exchanges and securities registration and clearing institutions for stock transfer and transfer register; other forms of equity in accordance with the statutory transfers to investee companies.

    Laws, administrative regulations or the State Council decided that ownership transfer of shares must be reported to the approval of the shareholders of the company, should also be approved by law.

    Eighth after the equity contribution actually paid shall be verified by a legally established institution and the capital verification certificate issued by.

    Capital verification certificate shall include the following information:

    (A) the limited liability company shareholders, equity shareholder registration article seventh pursuant to these measures;

    (B) limited equity contribution, transfer the relevant shares in accordance with the provisions article seventh to investee companies;

    (C) the stock assessment, including an assessment of agency names, assessment reports, valuation date, assessment values;

    (Iv) equity contribution shall be subject to ratification in accordance with law, information on the approval. Nineth investors in the company was established, the equity contribution according to law, the invested company shall, when applying for registration for equity subscribed capital investor name or title, as well as contributions, contribution forms and time registration.

    Investors actually paid after the equity contribution, paid-up capital by investment company shall apply for registration of change by investment company is a limited liability company or corporation established in established ways, should also apply with the investor actually paid contributions, changes at the time of registration. Investors in the company increased its registered capital, to share the actual capital contributions, investment firms shall apply for registration of change of registered capital and paid-up capital.

    Investment company is a limited liability company, shall also apply for the relevant investor name or title, as well as subscription and the actual payment of contributions, changes at the time of registration.

    Tenth stock company in accordance with these measures article seventh materials submitted to apply for the registration, in accordance with the administrative regulation on the registration of the company and of the State administration for industry and commerce concerning enterprise registration provisions of their materials.

    11th investment company in accordance with these measures article Nineth apply registration, except in accordance with the registration regulations and the State administration for industry and commerce concerning enterprise registration provisions of that submission, but shall also submit the following materials: (A) equity contribution equity subscribed capital commitments signed by the investor.

    Investors should be concerned to the subscription-funded approach to equity in accordance with the first paragraph of article, and does not have the circumstances prescribed in the second paragraph of article commitment;

    (B) equity business license copy (with the seal of the equity company).

    12th investor, investee company's equity contribution in violation of the Act, the registration administration of Companies Ordinance and these rules, capital verification agencies, appraisal firm issues false certificates or negligently provided there are major omissions in the report, the company registration authority in accordance with the Act, the registration administration of Companies Ordinance and other relevant provisions shall be investigated and dealt with.

    13th article of the rules, laws, administrative regulations or the State Council decided otherwise provides, from its provisions. 14th the measures come into effect March 1, 2009.